SCHEDULE 13G/A 0000921895-25-000084 0001288478 XXXXXXXX LIVE 1 Common Stock, $0.00001 par value 12/31/2024 0001874097 Cyngn Inc. 23257B206 1015 O'BRIEN DRIVE MENLO PARK CA 94025 Rule 13d-1(c) BIGGER CAPITAL FUND L P a DE 0.00 17446294.00 0.00 17446294.00 17446294.00 N 4.99 PN Bigger Capital Fund GP, LLC a DE 0.00 17446294.00 0.00 17446294.00 17446294.00 N 4.99 OO District 2 Capital Fund LP a DE 0.00 11345951.00 0.00 11345951.00 11345951.00 N 4.99 PN District 2 Capital LP a DE 0.00 11345951.00 0.00 11345951.00 11345951.00 N 4.99 PN District 2 GP LLC a DE 0.00 11345951.00 0.00 11345951.00 11345951.00 N 4.99 OO District 2 Holdings LLC a DE 0.00 11345951.00 0.00 11345951.00 11345951.00 N 4.99 OO Bigger Michael a X1 0.00 28792245.00 0.00 28792245.00 28792245.00 N 4.99 IN Cyngn Inc. 1015 O'Brien Dr., Menlo Park, CA 94025 Bigger Capital Fund, LP ("Bigger Capital") Bigger Capital Fund GP, LLC ("Bigger GP") District 2 Capital Fund LP ("District 2 CF") District 2 Capital LP ("District 2") District 2 GP LLC ("District 2 GP") District 2 Holdings LLC ("District 2 Holdings") Michael Bigger Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Bigger Capital Fund, LP 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund GP, LLC 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 District 2 Capital Fund LP 175 W. Carver Street Huntington, NY 11743 District 2 Capital LP 175 W. Carver Street Huntington, NY 11743 District 2 GP LLC 175 W. Carver Street Huntington, NY 11743 District 2 Holdings LLC 175 W. Carver Street Huntington, NY 11743 Michael Bigger 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund, LP Citizenship: Delaware Bigger Capital Fund GP, LLC Citizenship: Delaware District 2 Capital Fund LP Citizenship: Delaware District 2 Capital LP Citizenship: Delaware District 2 GP LLC Citizenship: Delaware District 2 Holdings LLC Citizenship: Delaware Michael Bigger Citizenship: USA Y As of February 4, 2025, Bigger Capital beneficially owned (i) 327,344 shares of Common Stock, (ii) 8,734,475 shares issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation, and (ii) 8,384,475 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation. The shares issuable upon exercise of the Series B Warrants reflect that a holder of Series B warrants will receive three shares for every Series B Warrant exercised upon a cashless exercise. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Common Stock, Series A Warrants and Series B Warrants beneficially owned by Bigger Capital. As of February 4, 2025, District 2 CF beneficially owned (i) 2,911,488 shares of Common Stock issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation, and (ii) 8,434,463 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation. The shares issuable upon exercise of the Series B Warrants reflect that a holder of Series B Warrants will receive three shares for every Series B Warrant exercised upon a cashless exercise. District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Common Stock, Series A Warrants and Series B Warrants beneficially owned by District 2 CF. District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the securities beneficially owned by District 2 CF. District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the securities beneficially owned by District 2 CF. Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 327,344 shares of Common Stock beneficially owned by Bigger Capital, (ii) 8,734,475 shares issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by Bigger Capital, (iii) 8,384,475 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by Bigger Capital, (iv) 2,911,488 shares of Common Stock issuable upon exercise of Series A Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by District 2 CF, and (v) 8,434,463 shares of Common Stock, issuable upon the exercise of Series B Warrants, the exercise of which is subject to a 4.99% blocker limitation owned by District 2 CF. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. The following percentages are based on 21,504,186 shares of Common Stock outstanding as of December 31, 2024, as reported in the Issuer's prospectus filed with the Securities Exchange Commission on December 31, 2024, and to reflect the addition of exercisable Warrants to the denominator and the Blockers (as hereinafter defined). As of the close of business on February 4, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.99% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 4.99% of the outstanding shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 4.99% of the outstanding shares of Common Stock. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares (the "Blockers"), and the percentage set forth in Row 11 of the cover page for the Reporting Persons as well the information in this Item 4(b) with respect to the Reporting Persons gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blockers. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. N Y Y Y N See Exhibit 99.1. Previously Filed Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. BIGGER CAPITAL FUND L P /s/ Michael Bigger 02/06/2025 Bigger Capital Fund GP, LLC /s/ Michael Bigger 02/06/2025 District 2 Capital Fund LP /s/ Michael Bigger 02/06/2025 District 2 Capital LP /s/ Michael Bigger 02/06/2025 District 2 GP LLC /s/ Michael Bigger 02/06/2025 District 2 Holdings LLC /s/ Michael Bigger 02/06/2025 Bigger Michael /s/ Michael Bigger 02/06/2025